TERMS & CONDITIONS
In the event that the assignment is given to us, it is agreed that the following conditions shall form an integral part of the contract.
The general conditions apply to all our works and deliveries. The special conditions also apply to the supply of goods and the renting of installations. These conditions shall prevail over any possible conditions applied by the client, which shall accede to the general conditions of the contractor, without reservation and subject to its own conditions, even if said conditions state that they prevail over all others. These conditions may only be departed from with the express written consent of the contractor. The official language for offers is Dutch.
2. Calculations, drawings and checks.
Any possible calculations shall be based on information provided by the customer. The latter party shall be responsible for the completeness and representativeness thereof.
All drawings and calculations provided by us shall remain our property and may not be shown to or handed over to third parties without our written consent. The customer shall be liable for any damage that may result therefrom.
Unless specified otherwise in writing, our samples, drawings, measurements, weighings and other data only serve as a rough description of our products and may deviate therefrom, in any possible way, and may not be invoked by the customer with a view to a discount or to refusing payment, or to claiming breach of contract or compensation. Similarly, we may also not be held liable for the possible unsuitability of our products for the special purposes for which they were intended by the customer, unless agreed otherwise in writing.
The checks of own work are limited to those mentioned in our standard quality plan.
The mentioning of prices by the contractor is only intended for information purposes and forms an invitation to tender. Every transferred order shall be binding for the client. The order shall only be binding for the contractor after it is confirmed in writing. The prices are defined as a function of the following elements: the latest collective labour agreement, the materials prices, as applicable on the date of the price quote, the elements mentioned in article 2, the scale of the work, and for normal performance without interruptions. For this last factor, we also refer to article 12. The price will be revised and adapted in the event that during the contract period a change occurs in one or more of the above-mentioned factors. Unless agreed otherwise in writing, the revision formula of the specifications shall apply. In the event that said specifications do not mention a revision formula, that of standard specifications 103 and 104 of the M.O.W. shall apply in which a = 0.60, b = 0.20 and c = 0.20. In the event of a reduction of more than 20% in the scale of the work, compensation shall be due to us of 10% on the value of the work that falls through. Every component aspect of a contract or assignment that at the time of such a change has not yet been performed shall be performed based on the new costs and prices, without the client/purchaser/customer having the possibility of cancelling or terminating the contract. The prices, presented for materials from abroad but expressed in EUROS are based on the daily exchange rate of the foreign currency, at the time the contract was concluded. For each possible fluctuation in the rate between the aforementioned date and the possible delivery date, these prices may consequently be adapted in reasonable fashion. This clause is attached to the stipulated prices in order to form an integral part of them, in such a way that an adjustment may in no way be considered as an increase, but rather as a contractual adjustment.
4. Waiting hours and extra work.
Waiting hours and extra work, caused or requested by the customer or its co-contractors, shall be charged as work on a time and expense basis using the unit prices in our quote.
In the event of termination, article 1794 of the Civil Code shall apply. Any deviations from the normally applicable work schedule, such as overtime or shift work requested or caused by the customer shall be paid based on the legal standards in this regard.
Unless agreed otherwise in writing, our works shall be deemed to have been accepted at the end of the works, of the batch, or of each phase. In the absence of written provisional acceptance, this shall be deemed to have been acquired after a period of fourteen (14) calendar days after the end of the works.
Taking possession of the works shall also imply their acceptance. Acceptance shall involve the customer having checked the correct performance of the works.
No deductions shall be authorised on our invoices, unless a valid comment justifies such a course of action. In the event of comments, these points shall immediately be improved by us, provided we are responsible for them. A possible bank guarantee must be agreed in writing beforehand. It may amount to a maximum of 10% and shall be divided up as follows: -5% on provisional acceptance; -5% up to a maximum of 6 months following provisional acceptance. This guarantee shall be formed via a recognised financial institute and never as a withholding. Visible defects are covered by acceptance. Other complaints must be reported within 14 calendar days following the receipt of the goods and/or the works by registered post. Complaints regarding the prices must be reported within 10 calendar days following receipt of the invoice. In addition, all complaints must be clearly and explicitly motivated, failing which they will be deemed unacceptable. The simple fact of sending back the invoice and/or the delivered goods shall therefore not suffice as a protest, nor shall it be considered as such.
The final statement contains the works that appeared necessary. Progress reports must be approved within 10 days and returned, failing which they will be invoiced based on the submitted progress reports as such.
All invoices are expressed in EUROS and are payable at the registered office of the contractor or by transfer via postal order or bank, automatically and without any formal notice in accordance with the agreed payment conditions on the invoice. Compensation or set-off is excluded. In the event of non-payment and without formal notice, late interest of 10% shall be due as of the due date. In the event of default, the invoice amount shall also be increased by 10% with a minimum of 100.00 euros. The judicial and extra-judicial collection costs remain for the account of the defaulting party in case of default.
Every delay in payment - for any reason whatsoever - shall automatically and without formal notice result in all outstanding amounts being claimable, even if they arise from assignments, sales and deliveries etc. that are not connected to each other. Every delay shall give us the right to suspend the assignments, orders etc. still outstanding and/or to be performed without prejudice to our rights and without termination or the possibility of compensation. For as long as the sold, placed and/or delivered goods are not paid for, in whole or in part, the goods for which payment is incomplete shall remain our full property, and this as a departure from the provisions of Article 1583 of the Civil Code. The buyer remains
responsible for the risks and for wear and tear to the materials until the goods have been paid for or returned to us.
In the event that the customer and/or buyer requests easing of payment or is declared bankrupt or if in our opinion payment becomes doubtful, we are authorised to take back the goods, in which case the contract shall be cancelled without legal proceedings, notwithstanding our right to compensation, which shall be set at 40% of the originally specified price, without any possibility of reductions and which shall automatically be due upon acceptance of a registered letter in which our intention to take back the goods is stated.
8. Liability and warranty.
a) The customer shall be obliged to report any observed defects by registered letter, failing which any warranty obligation shall subside. The customer shall give us the necessary time to repair the defects and to perform any possible tests until the desired result has been reached.
The customer shall also take all possible measures to limit the damage and shall allow us to take precautions if we deem this to be necessary.
b) The customer shall protect us against any possible claims which third parties may raise against us as a result of the performance of the works.
c) We may not be held liable for any damage arising from landslides, abnormal subsiding of the ground, aggressive groundwater or aggressive soil, serious changes to the groundwater level, collapsed mines, artesian groundwater etc. In the event that this is observed by or during our works, we will where necessary take appropriate measures. All costs arising therefrom shall also be borne by the client.
d) In the event that the customer provides us with parts or materials that need to be processed by us in the contracting, we are not liable for the quality or good suitability of these products. We may not be held liable for any loss of or damage to said products.
e) We may not be held liable for immaterial damage such as loss of production, loss of profits etc. provided this is not explicitly agreed in advance.
f) Our liability shall in all cases be limited to the amount covered by our insurance.
9. Planning/lead times.
The start of the works shall be agreed approximately when the order is placed. The specified lead times are however dependent on the difficulties of the works, both the current and the former works. Unless agreed otherwise in writing, no fine may be levied against us for delay nor may we be charged compensation for any damage of any kind. In the event that a fine clause was included on conclusion of the contract, only this fine may be charged in the event of delay, and this up to a maximum 5% of our works. The performance period set by us shall possibly be extended due to causes that can reasonably and in human terms be viewed as forming a hindrance to smooth performance, or due to cases of force majeure. These shall include among others difficulties in performance, serious damage to equipment, strikes, frost, constant rain, storms, disruptions to transport, inaccessibility or unusability of the worksite etc.
In the event that we cannot have the site at our disposal on the agreed date, we reserve the right to propose an adapted date. External checks or additional tests requested by the client are not included in the indicated implementation period or price. All cases of force majeure shall exempt us from any liability regarding the non-fulfilment of our obligations. Without this being an exhaustive list, the following shall among others be considered as force majeure: full or partial strike action, accidents, exclusion, full or partial machine failure, shortage of material, shortage of manpower, shortage of transport possibilities and more generally all circumstances that occur at our suppliers or sellers or our own site or which arise during transport as a result of which the normal manufacturing process and/or transport and/or delivery is fully or partly hindered whether temporarily or definitively.
We are insured against damage caused by the performance of our works. This cover shall apply provided performance errors can be proven. In all cases, the client shall take all possible and useful measures in order to limit the risk of damage before the start of our works. We waive all liability for damage that could not be foreseen, or which is attributable to lack of information. It shall fall to the customer or its representative to perform all necessary investigations and studies in this regard. The drawing up, before the performance of the works, of an inventory of the buildings adjoining the work site and the repeating of this process after the performance of the works shall take place at the expense of the client and shall be performed by an expert approved by us. The drafting of an inventory of fixtures shall in no way be considered as an acceptance of our liability.
11. Set-off arrangements.
Except in the case of special agreements, we shall not participate in prorated set-off arrangements, additional set-off etc. Water, electricity and telephone access shall be provided to us free of charge.
12. Liability of the customer.
The customer shall take on the following for its own account and at its own risk:
a) ensuring before the start of the works
1. That the site and access route allow - without hindrance and without any prior or additional work - for the works to be started normally and without interruption and without danger or risk of damage.
2.That the work area is sufficiently practicable and dry for the normal circulation of machinery.
3. That the necessary paved roads are built to allow for the supply of equipment throughout the site.
4. That suitable housing and other facilities are present for our staff.
5. That it has the necessary equipment and staff available to unload the materials that are delivered in advance.
6. That it has the required official authorisations.
7. That the location and depth of all utility lines is indicated up to 150cm outside of the work area.
b) ensuring once the works have begun
1. That the power supply and water supply function correctly.
2. That the regular supply of materials remains possible.
3. That normal uninterrupted performance remains possible.
13. Marking out of the work.
The place indication of the works to be carried out shall take place through the customer. In the event of an agreement to the contrary, it shall in any event be checked by the customer.
The subcontractor shall at no point assume any responsibility for design, unless agreed otherwise.
14. Transfer – Outsourcing.
We reserve the right to have the works wholly or partly performed by 1 or more of our associated companies. The main contractor declares that it agrees with this working method.
15. Applicable law – disputes.
In the event of a dispute that cannot be settled amicably, the courts of the district in which the operating office of our company is established shall be competent to preside over any possible disputes. In all cases Belgian Law shall alone be applicable.
16. Validity period
This quote shall be valid for 60 days, unless stated otherwise in the quote.
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